What changed in this filing

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Item 1. Business

2025-12-23 compared with 2024-12-23 · 81 added, 71 removed, 217 unchanged (41% of the section changed)

7 unchanged sentences

We are primarily an agribusiness company founded and based in Santa Paula, California, committed to responsibly using and managing our approximately 10,500 acres of land, water resources and other assets to maximize long-term stockholder value.

Our current operations consist of fruit production, sales and marketing, rental operations, real estate and capital investment activities.

Our operations consist of fruit production, sales and marketing, rental operations, real estate and capital investment activities.

Agribusiness activities are performed through these four reporting segments:

We are one of California’s oldest citrus growers and are one of the largest growers of lemons in the United States.

According to the California Avocado Commission, we are one of the largest growers of avocados in the United States.

We are one of California’s oldest citrus growers and according to the California Avocado Commission, we are one of the largest growers of avocados in the United States.

In addition to growing lemons and avocados, we grow oranges and wine grapes.

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Fiscal Year 2025 Highlights and Recent Developments

On December 1, 2023, we announced the commencement of a strategic review process to explore potential alternatives aimed at maximizing stockholder value.

Potential strategic alternatives could include, but not be limited to, a sale of all or parts of the Company and its assets, a merger or other transaction.

The Board has not set a timetable for completion of the review and no transaction or other outcome is guaranteed to take place.

At this time, we cannot predict the impact that such strategic alternatives might have on our business, operations or financial condition.

In December 2023, we sold 12 acres of real property located in Yuma, Arizona for a sales price of $0.8 million.

After transaction and closing costs, we recorded a gain on sale of approximately $0.2 million.

In April 2024, the Company conducted an organization restructuring resulting in severance benefit costs of approximately $1.2 million.

On April 30, 2024, our real estate development joint venture with The Lewis Group of Companies (“Lewis”) closed an additional 554 residential homesites at the Harvest at Limoneira master planned community in Santa Paula, CA (“Harvest”) and we recorded equity in earnings of investments of $16.6 million in the second quarter of fiscal year 2024.

On June 5, 2024, we received a cash distribution of $15.0 million from the joint venture.

On May 7, 2024, it was announced that the Santa Paula City Council approved the proposal brought by the Company’s real estate development joint venture with Lewis to increase the number of entitled lots at Harvest from 1,500 dwelling units to 2,050 dwelling units.

The Santa Paula City Council approved an amendment allowing for the 550-unit increase on April 3, 2024.

The 550-unit increase will provide 250 additional single family for-sale homesites within Phase 3 of Harvest.

Additionally, the Company in partnership with Lewis plans to construct 300 multi-family rental homes on a mixed-use portion of the project.

On December 17, 2024, we declared a cash dividend of $0.075 per common share payable on January 15, 2025, in the aggregate amount of approximately $1.4 million to common stockholders of record as of December 30, 2024.

COVID-19 Pandemic

The COVID-19 pandemic had an adverse impact on the industries and markets in which we conduct business.

In particular, the export market for fresh produce significantly declined due to the COVID-19 pandemic impacts.

The decline in demand for our products beginning the second quarter of fiscal year 2020 negatively impacted our sales and profitability and may impact our sales and profitability in future periods.

The duration of these trends and the magnitude of such impacts cannot be estimated at this time, as they are influenced by a number of factors, many of which are outside management’s control, including, but not limited, to those presented in Item 1A.

Risk Factors of this Annual Report.

Recent Developments

In January 2025, we completed three separate sale transactions of Santa Paula Basin water pumping rights at a selling price of $30,000 per acre-foot, totaling $1.7 million and recorded a gain on sales of water rights of $1.5 million.

On March 1, 2025, we received a notice of termination from PGIM Real Estate Finance, LLC (“PGIM”) regarding The Farm Management Agreement (“FMA”) dated January 31, 2023.

The FMA was terminated effective March 31, 2025.

Under the FMA, we provided farming, management and operations related to the 3,537 acres in Tulare County, California (the “Northern Properties”), which we previously sold to PGIM.

On March 17, 2025, we announced that our Board of Directors approved a share repurchase program authorizing us to repurchase up to $30.0 million in shares of our outstanding common stock.

The share repurchase program may be modified, suspended or discontinued at any time and does not commit us to repurchase any shares.

On March 17, 2025, we announced that we formally concluded our process to explore potential strategic alternatives that we previously announced on December 1, 2023.

While this formal exploration process has concluded, we remain committed to executing our comprehensive strategic roadmap to create long-term stockholder value.

As part of our normal course of business, we will continue to be opportunistic in evaluating potential strategic merger and acquisition opportunities, while also advancing our initiatives to monetize non-core assets.

On April 8, 2025, we announced that we are entering into a letter of intent to form a 50%/50% joint venture with Agromin Corporation, the largest organics waste recycler in California, to significantly expand Agromin Corporation’s successful organic waste recycling program.

The joint venture plans to expand from the existing 15-acre green waste composting facility at Limoneira Ranch in Santa Paula into a 70-acre, commercial-scale composting facility capable of processing green waste and food waste.

We expect to enter into the joint venture and begin construction in fiscal year 2026.

On April 9, 2025, we announced that we received a cash distribution of $10.0 million representing our share of a $20.0 million cash distribution from our real estate joint venture, Harvest at Limoneira, with the Lewis Group of Companies (“Lewis”).

On June 6, 2025, we entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist”), effective as of November 1, 2025.

The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower fruit, and to use Sunkist trademarks in these activities.

The agreement has an initial term of three years with automatic one-year extensions.

In relation to our decision to merge our sales and marketing operations into Sunkist, we incurred cash and stock compensation severance expenses of approximately $0.7 million in the fourth quarter of fiscal year 2025.

On June 26, 2025, we entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, PCA (the “Lender”), dated June 26, 2025, together with a revolving credit facility supplement (the “Revolving Credit Supplement”) and a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement” and together with the Revolving Credit Supplement, the “Supplements”).

The MLA amends and restates the previous Master Loan Agreement between us and the Lender and extends the principal repayment to July 1, 2030.

We are the General Partner of Limco Del Mar, Ltd.

(“Del Mar”), a California partnership that produces lemons and avocados and operates certain real property known as the Limco Del Mar ranch.

To enable us to determine the strategy for Del Mar to enhance long term financial returns and to provide liquidity for limited partners, on March 21, 2025, we made an offer to purchase up to 224,859 limited partnership units of Del Mar from the limited partners (the “Offer”).

On August 4, 2025, we closed the Offer and purchased 80,608 limited partnership units from 78 limited partners at a price of $70 per unit for approximately $5.6 million (the “Purchase”).

The Purchase increased our ownership from 28.8% to 54.5% and we recognized a gain of approximately $2.9 million.

As a result of obtaining a controlling interest, Del Mar transitioned from an equity method investment to a consolidated subsidiary.

On September 9, 2025, we announced a plan to explore providing housing on the Limco Del Mar ranch to address Ventura County’s housing needs.

Effective October 13, 2025, we terminated the Grower Packing and Marketing Agreement (“GPMA”) with PGIM dated January 31, 2023.

The GPMA provided packing, marketing and selling services for lemons harvested on the Northern Properties for a minimum five-year term, subject to certain benchmarking standards.

On November 7, 2025, our Chilean subsidiaries, PDA and San Pablo (collectively, the “Sellers”), each entered into a Purchase and Sale Agreement and Novation Agreement (collectively, the “Purchase Agreements”) with San Pedro, SpA, a Chilean joint stock company (the “Buyer”), to sell certain real estate parcels consisting of approximately 500 acres of lemons, 100 acres of oranges and other unplanted lands including water rights associated with the parcels for an aggregate purchase price of $15.0 million.

The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements.

After a period of 60-90 days to record the transactions, which is customary in Chilean real estate transactions, the Buyer will make an initial payment to the Sellers in the aggregate amount of $6.8 million, of which approximately $0.7 million will be deferred until certain requirements have been fulfilled.

The remainder of the Buyer’s payment obligations, in the aggregate amount of $8.2 million, will be made in installment payments in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and a third citrus ranch owned by the Buyer, measured annually as of March 31 until the remaining balance is paid in full (the “Balance Payments”).

Following the final Balance Payment, the Buyer will also make an additional payment, in an amount equal to 50% of the prior year’s Balance Payment.

The Buyer’s payment obligations are secured by a pledge on its corporate equity interests in favor of the Sellers.

On December 16, 2025, we declared a cash dividend of $0.075 per common share payable on January 16, 2026, in the aggregate amount of $1.4 million to common stockholders of record as of December 30, 2025.

Business Division Summary

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The agribusiness division is comprised of four reportable operating segments:

fresh lemons, lemon packing, avocados and other agribusiness, which primarily includes oranges, specialty citrus, other crops and farm management services.

fresh lemons, lemon packing, avocados and other agribusiness, which primarily includes oranges, specialty citrus, wine grapes and farm management services.

The agribusiness division includes our core operations of farming, harvesting, lemon packing and lemon sales operations.

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The need for more production per acre to compete with foreign sources of supply has required us to take an important lead in the practice of dense planting (typically four times the number of avocado trees per acre versus traditional avocado plantings) and mulching composition to help trees acclimate under conditions that more closely resemble those found in the tropics, a better climate for avocado growth.

Our avocado plantings have been profitable and historically were pursued to diversify our product line.

Since fiscal year 2023, we expanded our avocado production by 600 acres, and we plan to expand an additional 400 acres through fiscal year 2027.

This 1,000-acre expansion reflects our strategy to capitalize on robust consumer demand trends for avocados.

Other Agribusiness.

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Our wine grapes are harvested and sold to various wine producers.

Additionally, we provide farm management services, which include farming, management and operations services mainly related to the Northern Properties.

We have agricultural plantings on properties located in the United States, Chile and Argentina.

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The fruit varieties that we grow are typically non-producing for approximately the first four to five years after the year of planting.

Orchards may continue producing fruit longer than their depreciable lives.

Orchards may continue producing fruit for longer than their depreciable lives.

The following table presents the number of acres planted by fruit variety and approximate age of our orchards:

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We invest in real estate investment projects and recognize that long-term strategies are required for successful real estate development activities.

Our goal is to redeploy real estate earnings and cash flow into the expansion of our agribusiness and other income producing real estate.

For real estate development projects and joint ventures, it is not unusual for the timing and amounts of revenues and costs, partner contributions and distributions, project loans, other financing assumptions and project cash flows to be impacted by government approvals, project revenue and cost estimates and assumptions, economic conditions, financing sources and product demand as well as other factors.

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For more than 100 years, we have been making strategic real estate investments in California agricultural and developable real estate.

Our current real estate developments include developable land parcels, multi-family housing and single-family homes with approximately 800 units in various stages of planning and development.

We currently have an interest in two real estate development projects in California.

Our current real estate developments include multi-family housing and single-family homes and apartments with approximately 800 units in various stages of planning and development.

The following is a summary of each of the strategic real estate investment properties in which we own an interest:

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East Area I consists of approximately 500 acres that we historically used as agricultural land and is located in Santa Paula approximately ten miles from the City of Ventura and the Pacific Ocean.

East Area I is the location for our master planned community of commercial and residential properties, named Harvest at Limoneira , designed to satisfy expected demand in a region that we believe will have few other developments in this coming decade.

In November 2015, we entered into a joint venture with the Lewis Group of Companies (“Lewis”) for the residential development of our East Area I real estate development project.

To consummate the transaction, we formed LLCB as the development entity, contributed our East Area I property to the joint venture and sold a 50% interest in the joint venture to Lewis for $20.0 million.

East Area I is the location of our master planned community of commercial and residential properties, named Harvest at Limoneira, designed to satisfy expected demand in a region that we believe will have few other developments in this coming decade.

In November 2015, we entered into a joint venture with Lewis for the residential development of our East Area I real estate development project.

To consummate the transaction, we formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity, contributed our East Area I property to the joint venture and sold a 50% interest in the joint venture to Lewis.

The first phase of the project broke ground to commence mass grading in November 2017.

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In October 2022, we entered into another joint venture with Lewis for the development of our 17-acre East Area I Retained Property (“Retained Property”), which is located within the East Area I property.

We formed LLCB II, LLC as the development entity, contributed our Retained Property to the joint venture and sold a 50% interest to Lewis for approximately $8.0 million.

We formed LLCB II, LLC as the development entity, contributed our Retained Property to the joint venture and sold a 50% interest to Lewis.

Approved project plans currently include approximately 300 residential units and site improvements.

The joint venture partners will share in capital contributions to fund project costs until loan proceeds and/or revenues are sufficient to fund the projects.

Since inception, each partner has made funding contributions of $21.4 million to LLCB and $3.2 million to LLCB II.

In June 2024, we received a cash distribution of $15.0 million from LLCB and we expect to receive approximately $165.0 million from LLCB, LLCB II and East Area II over the next six years of the projects.

We received cash distributions from LLCB of $15.0 million in June 2024 and $10.0 million in April 2025 and we expect to receive approximately $155.0 million from LLCB, LLCB II and East Area II over the next five years of the projects.

East Area II - Santa Paula, California.

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Completion of the transaction is subject to the execution of a purchase and sale agreement and resolution of certain contingencies.

Santa Maria - Santa Barbara County, California.

In fiscal year 2020, we entered into an agreement to sell our Sevilla property for $2.7 million, which closed in the first quarter of fiscal year 2023.

Markets and Competitive Strengths

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• A significant amount of our agribusiness property was acquired many years ago, which results in a low-cost basis and associated expenses.

• In our fresh lemons and lemon packing segments, our integrated business model with respect to growing, packing, marketing and selling citrus allows us to better serve our customers.

• Our lemon packing operations provide marketing opportunities with other citrus companies and their respective products.

• Our lemon packing operations will provide marketing opportunities for Sunkist with their other respective citrus products.

• We made investments in ground-based solar projects that provide us with tangible and intangible non-revenue generating benefits.

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Moreover, electricity that we generate and do not use is conveyed back to the utility companies.

Finally, over time, we expect that our customers and the end consumers of our fruit will value the investments that we made in renewable energy as a part of our packing operations, which we believe may help us differentiate our products from similar commodities.

Finally, over time, we expect that the end consumers of our fruit will value the investments that we made in renewable energy as a part of our packing operations, which we believe may help us differentiate our products from similar commodities.

• We made various other investments in water rights and mutual water companies.

We own shares in the following mutual water companies:

Farmers Irrigation Co., Canyon Irrigation Co., San Cayetano Mutual Water Co.

and Middle Road Mutual Water Co.

Farmers Irrigation Co., Canyon Irrigation Co., San Cayetano Mutual Water Co., Middle Road Mutual Water Co.

and Alta Mutual Water Co.

Additionally, we acquired water rights in the adjudicated Santa Paula Basin (aquifer), the YMIDD and in Chile.

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• Our East Area II property has approximately 30 acres of land commercially zoned, which is adjacent to our East Area I property.

• We own 55% interest in other Ventura County farmland and are exploring entitlement efforts.

Business Strategy

We are an agribusiness and real estate development company that generates revenue and annual cash flows to support investments in agricultural efficiencies and real estate development activities.

We are an agribusiness and real estate development company that generates revenues and annual cash flows to support investments in agricultural efficiencies and real estate development activities.

As our agricultural and non-strategic real estate development investments are monetized, we intend to use the cash flow to reduce existing debt, invest in farming efficiencies and expand packing capacities through our One World of Citrus asset-lighter business model.

We will also use more third-party grower and supplier fruit to reduce the impact of pricing volatility and rising farming costs.

We will also continue to use more third-party grower and supplier fruit to reduce the impact of pricing volatility and rising farming costs.

We believe the asset-lighter model will enable us to achieve revenue and cash flow growth by reducing investment risk in North and South America, generating more stable and higher growth in cash flow and earnings, and improving our annual return on invested capital.

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With respect to our agribusiness operations, key elements of our strategy are:

• Expand our One World of Citrus asset-lighter business model in three main channels:

◦ Growing, packing, marketing and distributing fruit grown on our properties;

◦ Utilizing third-party grower fruit by packing, marketing and distributing their fruit through Limoneira channels;

◦ Marketing and distributing brokered fruit.

• Expand our One World of Citrus asset-lighter business model in two main channels:

◦ Growing and packing fruit grown on our properties;

◦ Utilizing third-party grower fruit by packing their fruit and marketing and distributing through Sunkist channels.

We intend to continue to strategically sell certain assets to reduce existing debt, increase farming efficiencies and expand packing capabilities.

Increased volume of fruit sales is expected to be fueled by sourcing from third-party growers and suppliers, thus mitigating the volatility that commodity pricing has on growers.

Increased volume of fruit sales is expected to be fueled by sourcing from third-party growers, thus mitigating the volatility that commodity pricing has on growers.

• Expand our Sources of Lemon Supply.

Peak lemon production occurs at different times of the year depending on geographic region.

In addition to our lemon production in California and Arizona and lemons we acquire from domestic third-party growers and suppliers, we have expanded our lemon supply sources to international markets such as Mexico, Chile and Argentina.

Increases in lemons procured from third-party growers and suppliers and international sources improve our ability to provide our customers with fresh lemons throughout the year.

In addition to our lemon production in California and Arizona, increases in lemons procured from third-party growers improve our ability to provide Sunkist customers with fresh lemons throughout the year.

• Increase the Volume of our Lemon Packing Operations .

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In this regard, cost per carton is a function of throughput.

We continually seek to acquire additional lemons from third-party growers and suppliers to pack through our packing facilities.

Third-party growers and suppliers are only added if we determine their fruit is of good quality and can be cost effective for both the grower and us.

We continually seek to acquire additional lemons from third-party growers to pack through our packing facilities.

Third-party growers are only added if we determine their fruit is of good quality and can be cost effective for both the grower and us.

Of most importance is the overall fresh utilization rate for our fruit, which is directly related to quality.

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Our plantings of avocados have been profitable and historically have been pursued to diversify our product line.

We plan to expand our avocado production by 1,000 acres through fiscal year 2027 to capitalize on robust consumer demand trends.

• Expand International Sales and Marketing of Lemons .

We estimate that we currently have approximately 15% of the fresh lemon market in the United States and a larger share of the United States lemon export market.

We intend to explore opportunities to expand our international sales and marketing of lemons.

We have the ability to supply a wide range of customers and markets and, because we produce high quality lemons, we can export our lemons to international customers, which many of our competitors are unable to supply.

We plan to expand our avocado production by 1,000 acres through fiscal year 2027 to capitalize on robust consumer demand trends with 600 acres planted as of October 31, 2025.

• Expand our share of the growing quick-service restaurant fresh-squeezed lemonade market.

Other Operations

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We thus intend to maintain our position as a responsible agricultural landowner and major employer in Ventura County while focusing our real estate development activities on those agricultural land parcels that we believe offer the best opportunities to demonstrate our long-term vision for our community.

We market and sell our lemons directly to our food service, wholesale and retail customers in the United States, Canada, Asia, and certain other international markets.

We sold lemons and other citrus to 179 U.S.

and international customers during fiscal year 2025.

Beginning November 1, 2025, we merged our citrus sales and marketing operations into Sunkist.

We sell our avocados to third-party packinghouses and our wine grapes to wine producers.

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In the purest sense, our largest competitors in our agribusiness segments are other citrus and avocado producers in California, Mexico, Chile, Argentina and Florida, a number of which are members of cooperatives such as Sunkist or have selling relationships with third-party packinghouses similar to that of Limoneira.

Our lemons and other citrus also compete with other fruits and vegetables for the share of consumer expenditures devoted to fresh fruit and vegetables:

Our lemons compete with other fruits and vegetables for the share of consumer expenditures devoted to fresh fruit and vegetables:

apples, pears, melons, pineapples and other tropical fruit.

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For our specific crops, the size of the 2024 U.S.

market was approximately $615 million for lemons, both fresh and juice, approximately $250 million for avocados, and approximately $985 million for oranges, both fresh and juice.

market was approximately $698 million for lemons, both fresh and juice, and approximately $537 million for avocados.

Competition in the various agribusiness markets is affected by reliability of supply, product quality, brand recognition and perception, price and the ability to satisfy changing customer preferences through innovative product offerings.

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In our fresh lemons and lemon packing segments, paper is considered a material raw product for our business because most of our products are packed in cardboard cartons for shipment.

Paper is readily available, and we have numerous suppliers for such material.

Paper is readily available and cartons will be purchased from a Sunkist affiliated entity beginning in fiscal year 2026.

In our agribusiness division, petroleum-based products such as herbicides and pesticides are considered raw materials, and we have numerous suppliers for these products.

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We have numerous trademarks and brands under which we market and sell our fruits, particularly lemons, domestically and internationally, many of which have been owned for decades.

The material brands of Limoneira lemons include, but are not limited to, One World of Citrus®, Santa®, Paula®, Bridal Veil®, Fountain®, Golden Bowl® and Level®.

The material brands of Limoneira lemons include, but are not limited to, One World of Citrus®, Santa®, Paula®, Bridal Veil®, Fountain®, Golden Bowl®, Level®, Compass® and Pitcher®.

These trademarks are owned by us and registered with the United States Patent and Trademark Office.

We also acquired certain lemon brands with acquisitions, including Kiva®, Kachina®, Oxnard Lemon and Trapani Fresh.

Beginning November 1, 2025, our lemon products may be branded with a Limoneira brand and the Sunkist brand.

Seasonal Nature of Business

As with any agribusiness enterprise, our agribusiness operations are predominantly seasonal in nature.

The harvest and sale of our lemons, avocados and oranges occurs in all quarters, but is generally more concentrated during our third quarter.

The harvest and sale of our lemons and avocados occurs in all quarters, but is generally more concentrated during our third quarter.

Our lemons are generally grown and marketed throughout the year, our avocados are primarily sold from January through August, and our wine grapes are primarily sold in September and October.

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We believe that our relations with our employees are good.

We believe that an environment of diversity, inclusion and belonging fosters innovation, strengthens our global workforce, and drives our ability to serve customers.

Our global presence is strengthened by having a workforce that reflects the diversity of the customers we serve and by maintaining an environment in which such diversity contributes to our mission.

We believe that an environment of inclusion and belonging fosters innovation, strengthens our global workforce, and drives our ability to serve customers.

Our global presence is strengthened by having a workforce that reflects the variety of the customers we serve and by maintaining an environment in which such diversity contributes to our mission.

Limoneira is committed to protecting the human rights, safety and dignity of the people who contribute to the success of our business.

We are committed to improving the lives of all our stakeholders by helping to provide access to our products and increasing the diversity of our workforce.

We are committed to improving the lives of all our stakeholders by helping to provide access to our products.

We also seek to support the welfare of the people who produce, process and harvest the products we sell.

We have several diversity, inclusion and belonging efforts and programs to better ensure that we are supporting our employees.

We have several inclusion and belonging efforts and programs to better ensure that we are supporting our employees.

Limoneira’s overall culture emphasizes the health and safety of our employees and the customers we serve.

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We offer competitive pay and best-in-class benefits, including a 401k plan with matching contribution opportunities, comprehensive paid healthcare plans, wellness programs and tuition reimbursement.

We own and maintain 240 residential housing units located in Ventura County, California.

We lease these housing units to employees, former employees and outside tenants.

Our residential units provide affordable housing to many of our employees, including our agribusiness employees.

Employees live close to their work, which reduces traffic and commuting times.

We own and maintain 238 residential housing units located in Ventura County, California, that we lease to our employees, former employees and outside tenants.

Our residential units provide affordable housing to many of our employees, including our agribusiness employees, and enable employees to live close to their work, which reduces traffic and commuting times.

We also partner with some local schools to provide transportation for residents.

This unique employment benefit helps us maintain a dependable, long-term employee base.

We partner with some local schools to provide transportation for residents.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business